StartWise™ US Membership Agreement – Essentials Plan
(Essentials Plan Only — Template Access Tier)
Last Updated: July 14, 2025
By selecting the Essentials Plan and clicking “Register”, or otherwise enrolling in the Essentials Plan, you (“User”) acknowledge and agree to the following terms regarding your use of the StartWise™ US platform and materials provided by Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®), a New York professional corporation (“Entrepreneur Legal US”).
1. Access-Only Plan (No Legal Services or Attorney-Client Relationship)
The Essentials Plan provides access to standardized legal templates and resources curated for startups and entrepreneurs. This plan does not include legal advice, document review, consultations, or any form of personalized legal service.
Accordingly, enrollment in this plan does not create an attorney-client relationship between you and Entrepreneur Legal US.
If you require legal advice or services, you must upgrade to a higher-tier StartWise™ US membership or engage Entrepreneur Legal US separately via a signed engagement agreement.
- License and Permitted Use
All legal templates, checklists, guides, written content, and other materials provided under the Essentials Plan (collectively, the “Materials”) are the proprietary intellectual property of Entrepreneur Legal US or its licensors and are protected by applicable intellectual property laws.
Subject to your compliance with this Agreement, Entrepreneur Legal US grants you a limited, non-exclusive, non-transferable, revocable license to download, access, and use the Materials solely for the internal business purposes of your own company or startup, and not for resale, redistribution, or external use.
You may:
- Download and customize the templates for use within your own business.
- Use the templates to generate documents for your company’s internal transactions or operations.
- Make internal copies for use by your officers, employees, or contractors under confidentiality obligations.
You may not:
- Resell, license, sublicense, distribute, publish, or make the Materials (or substantial portions thereof) publicly available or accessible by third parties, whether in original or modified form.
- Use the Materials to provide legal services, document-generation services, or content platforms for third parties.
- Remove, alter, or obscure any copyright, branding, or proprietary notices contained in the Materials.
- Hold out the Materials as your own intellectual property or as legal advice from a licensed attorney.
Permitted use does not include any use of the Materials in a way that may mislead others into believing that Entrepreneur Legal US has provided personalized legal services or legal advice.
Violation of these terms may result in immediate termination of access to the Essentials Plan without refund and may give rise to civil or criminal liability.
- Disclaimers
- Entrepreneur Legal US makes no guarantees that the templates will be appropriate for your specific situation or comply with applicable laws in your jurisdiction.
- Use of these materials is at your own risk.
- You are encouraged to seek independent legal counsel to review or customize any templates before using them in a business or legal context.
- Fees and Billing Terms
- Essentials Plan subscriptions are billed monthly or annually, as selected at checkout.
- Billing is in advance, beginning on the date your account is activated.
- You may cancel your subscription at any time. Cancellation will take effect at the end of your current billing cycle.
- No refunds will be issued for unused access.
- No Conflicts or Verification Required
This plan is self-serve and automated. No identity verification or conflict check is performed. You represent that you are legally authorized to enter into this agreement on behalf of yourself or your business.
- Termination
Termination by You
You may cancel your Membership at any time via your account dashboard. Cancellation will take effect at the end of your current billing period. No refunds will be issued for unused access, except as may be required under applicable law.
Termination by Entrepreneur Legal US
Entrepreneur Legal US reserves the right to suspend or terminate your access to the Essentials Plan, with or without notice, if:
- You materially breach this Agreement;
- Your payment fails and is not remedied within ten (10) business days of written notice;
- You misuse or abuse the Services, including unauthorised sharing or redistribution of Materials;
- Continued access would violate applicable law, ethical obligations, or rules of professional conduct governing the practice of law in New York or other relevant jurisdictions;
- Entrepreneur Legal US discontinues the Essentials Plan offering.
Termination under this section does not give rise to any right to a refund or reimbursement.
Ethical Compliance and No Attorney-Client Relationship
In accordance with the New York Rules of Professional Conduct, Entrepreneur Legal US does not monitor your use of the Materials and does not undertake a conflict check, identity verification, or engagement letter process for Essentials Plan subscribers. Therefore, no attorney-client relationship is formed. Entrepreneur Legal US reserves the right to deny or terminate access to any user where providing services or access would create a conflict of interest or ethical risk.
- Limitation of Liability
To the fullest extent permitted by applicable law and by the New York Rules of Professional Conduct:
1. Exclusion of Certain Damages
Entrepreneur Legal US shall not be liable to you or any third party for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to lost profits, loss of business opportunity, or loss of data, even if advised of the possibility of such damages, and regardless of the legal theory under which such damages are sought (whether in contract, tort, or otherwise).
2. Cap on Liability
Entrepreneur Legal US’s total aggregate liability arising out of or relating to this Agreement or the use of the Essentials Plan shall be limited to the greater of:
(a) the total amount you paid for the Essentials Plan in the three (3) months preceding the event giving rise to the claim; or
(b) one hundred U.S. dollars ($100.00).
4. Non-Excludable Rights
Nothing in this clause excludes or limits liability that cannot be excluded under applicable law, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
- Governing Law and Disputes
This agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles.
Any dispute or claim relating to this agreement or your use of the Essentials Plan shall be resolved through binding arbitration administered by the American Arbitration Association (AAA):
- Format: Conducted remotely (e.g., via Zoom)
- Venue: If necessary, in New York County, NY
- Law: New York substantive law will apply
- Exceptions: Either party may seek injunctive relief in court without waiving arbitration for other issues
- Waiver of Jury Trial: Both parties waive the right to a jury trial
- Entire Agreement
This agreement, along with the pricing and plan descriptions at https://us.entrep.legal/startwise-us-membership at the time of acceptance of this agreement, constitutes the entire agreement between you and Entrepreneur Legal US with respect to the Essentials Plan. It supersedes any prior oral or written representations or understandings.
- Acknowledgment and Consent
By clicking “Register”, or otherwise enrolloing in the Essentials Plan, you confirm that:
- You understand that no legal advice is being provided under the plan
- You agree to use the materials only for your internal business use
- You accept all terms in this agreement
- You are authorized to bind the entity (if applicable) to this agreement
I AGREE TO THE TERMS OF THIS AGREEMENT AND UNDERSTAND THAT NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED UNDER THE ESSENTIALS PLAN.
